Common use of Capitalization and Voting Rights Clause in Contracts

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 5,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is 740 are presently issued and outstanding, and (ii) 100,000,000 25,000,000 shares of Common Stock, of which 247,550 5,024,081 shares of Common Stock were issued and outstanding as of May 10September 6, 20172013.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 5,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”)share, none of which is 740 are presently issued and outstanding, and (ii) 100,000,000 25,000,000 shares of Common Stock, of which 247,550 4,872,372 shares of Common Stock were issued and outstanding as of May 10July 12, 20172013.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of consists, or will consist immediately prior to the date hereof consists of Initial Closing, of: (i) 10,000,000 50,000,000 shares of “blank check” Preferred Stockcommon stock, par value $0.001 per share share, 24,933,826 of which shares are issued and outstanding; and (the “Preferred Stock”)ii) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which is shares are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital of the Company as of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 (i) 17,147,268 shares of Common Stock were are currently issued and outstanding as outstanding, (ii) no shares of May 10Common Stock are subject to options, 2017and (iii) there are no other capital stock issued or authorized.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 5,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is 740 are presently issued and outstanding, and (ii) 100,000,000 500,000,000 shares of Common Stock, of which 247,550 363,451,168 shares of Common Stock were issued and outstanding as of May 10June 11, 20172012 .

Capitalization and Voting Rights. The (a) As of the date hereof, the authorized capital of the Company as of the date hereof consists of (i) 10,000,000 1,000 shares of “blank check” Preferred Stockcommon stock, par value $0.001 0.01 per share (the “Preferred Stock”)share, none all of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were are issued and outstanding as and are owned beneficially and of May 10record by the Parent free and clear of any liens, 2017security interests, encumbrances and other adverse claims.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital of the Company as of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 (i) 36,425,094 shares of Common Stock were are currently issued and outstanding as outstanding, (ii) 3,000,000 shares of May 10Common Stock are subject to options, 2017and (iii) there are no other capital stock issued or authorized.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 50,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none common stock of which is 347,243 shares are issued and outstanding. The outstanding shares of common stock are all duly and validly authorized and issued, fully paid and non-assessable, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued in accordance with the registration or qualification provisions of the Securities Act of 1933 (the "Act") and outstanding as of May 10, 2017any relevant state securities laws or pursuant to valid exemptions therefrom.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company as of the date hereof consists of One Thousand Five Hundred (i1,500) 10,000,000 shares of “blank check” Preferred Stock, common stock without par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stockvalue, of which 247,550 One Hundred (100) shares of Common Stock were are issued and outstanding as and constitute the Shares. Except for the Shares, there are no shares of May 10capital stock or other equity securities of the Company issued, 2017reserved for issuance or outstanding.

Capitalization and Voting Rights. The authorized capital of the Company as consists, immediately prior to the Initial Closing, of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 150,000,000 shares of Common Stock, $0.0001 par value, 90,000,180 shares of which 247,550 are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and outstanding as of May 10, 2017state securities laws.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company as of the date hereof consists solely of (i) 10,000,000 Two Thousand (2,000) shares of “blank check” Preferred Stockcommon stock, with a par value of $0.001 .10 per share (the “Preferred Common Stock”), none of which is 1,053 shares are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017none are held in Treasury.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 500,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none common stock of which is 469,423 shares are issued and outstanding. The outstanding shares of common stock are all duly and validly authorized and issued, fully paid and non-assessable, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued in accordance with the registration or qualification provisions of the Securities Act of 1933 (the "Act") and outstanding as of May 10, 2017any relevant state securities laws or pursuant to valid exemptions therefrom.

Capitalization and Voting Rights. The (a) As of the date of this Agreement, the authorized capital stock of the Company as of the date hereof consists of 100,000,000 shares of common stock, $.01 par value per share (i) the “Common Stock”), and 10,000,000 shares of “blank check” Preferred Stockpreferred stock, $.01 par value $0.001 per share (the “Preferred Stock”). As of the date of this Agreement, none there are 11,480,976 shares of which is Common Stock and no shares of Preferred Stock issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 96,594 shares of Common Stock were issued and outstanding as of May 10, 2017held in treasury by the Company.

Capitalization and Voting Rights. (a) The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 1,500 shares of “blank check” Preferred Stockcommon stock, par value $0.001 per share (the “Preferred "Common Stock”"), none of which is 1,004 shares are issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017.

Capitalization and Voting Rights. (i) The authorized capital stock of the Company as of the date hereof of this Agreement consists of (i) 10,000,000 125,000,000 shares of “blank check” Preferred StockCommon Stock and 5,000,000 shares of preferred stock, par value $0.001 0.01 per share (the “Preferred Stock”), none of which is issued and outstanding125,000 shares have been designated Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). As of June 29, and 2007, (iiA) 100,000,000 shares of Common Stock, of which 247,550 37,635,786 shares of Common Stock were issued and outstanding as and (B) no shares of May 10, 2017.Preferred Stock were issued or outstanding;

Capitalization and Voting Rights. (a) The authorized capital of the Company as consist of the date hereof consists of (i) 10,000,000 shares of “blank check” Preferred Stockcommon stock, $.001 par value $0.001 per share (the “Preferred Stock”)value, none of which is 2,658,970 shares and no more are issued and outstanding, and (ii) 100,000,000 1,500,000 shares of Common Stockpreferred stock, $.001 par value, of which 247,550 1,387,560 shares and no more are issued and outstanding. As of Common Stock were the Effective Time, no Company Shares or options to acquire Company Shares shall be issued and outstanding except as of May 10, 2017listed in Exhibit A hereto.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 5,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is 740 are presently issued and outstanding, and (ii) 100,000,000 500,000,000 shares of Common Stock, of which 247,550 240,041,432 shares of Common Stock were issued and outstanding as of May 10August 12, 20172011.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 20,000,000 shares of “blank check” Preferred StockCommon Stock of which 8,697,659 are issued and outstanding and 2,000,000 shares of preferred stock, par value $0.001 .001 per share (the “Preferred Stock”)share, none of which is are issued and or outstanding. Except as set forth on Schedule B, and there are not outstanding any options, warrants, rights (iiincluding conversion or preemptive rights) 100,000,000 shares or agreements for the purchase or acquisition from the Company of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017any Shares.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company as of the date hereof consists of (i) 10,000,000 120,000,000 shares of “blank check” Preferred Stockcommon stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued .001 and outstanding, and (ii) 100,000,000 10,000,000 shares of Common Stockpreferred stock, of which 247,550 par value $.001. 66,919,589 shares of Common Stock were common stock are issued and outstanding as of May 10the date of this Agreement and prior to giving effect to the transactions contemplated hereby, 2017and no shares of preferred stock are outstanding.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company as of the date hereof consists of (i) 10,000,000 50,000,000 shares of “blank check” Preferred Stockcommon stock, par value $0.001 per share (the “Preferred Authorized Common Stock”), none 20,049,745 of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock, of which 247,550 shares of Common Stock were issued and are outstanding as of May 10, 2017before giving effect to the transactions contemplated hereby.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 10,000,000 20,000,000 Shares of which 7,853,993 are issued and outstanding and 2,000,000 shares of “blank check” Preferred Stockpreferred stock, par value $0.001 .001 per share (the “Preferred Stock”)share, none of which is are issued and or outstanding. Except as set forth in Schedule B, and there are not outstanding any options, warrants, rights (iiincluding conversion or preemptive rights) 100,000,000 shares or agreements for the purchase or acquisition from the Company of Common Stock, of which 247,550 shares of Common Stock were issued and outstanding as of May 10, 2017any Shares or Additional Shares.

Capitalization and Voting Rights. (a) The authorized capital stock of the Company as of the date hereof consists of (i) 10,000,000 Fifty Million (50,000,000) shares of common stock, par value $0.001 (“blank check” Common Stock”), of which 18,033,296 shares were issued and outstanding as of the close of business on January 26, 2006 and (ii) Fifteen Million (15,000,000) shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), none of which is issued and outstanding, and (ii) 100,000,000 shares of Common Stock0.001, of which 247,550 no shares of Common Stock were issued and or outstanding or reserved for issuance as of May 10the close of business on January 26, 20172006.